Exhibit 10.2


 


RESTRICTED STOCK AWARD AGREEMENT


 


Non-transferable


GRANT TO


 


(“Grantee”)


 


by Citi Trends, Inc. (the “Company”) of

       shares of its common stock, $0.01 par
value (the “Shares”)


 


pursuant to and subject to the provisions of the Citi Trends 2005
Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth
on the following page (the “Terms and Conditions”).  By accepting the Shares, Grantee shall be
deemed to have agreed to the terms and conditions set forth in this Agreement
and the Plan.  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Plan.


 


The Shares will vest (become non-forfeitable)
on the first anniversary of the Grant Date, provided that Grantee is a director
of the Company as of such date.


 


IN WITNESS WHEREOF, Citi Trends, Inc.,
acting by and through its duly authorized officers, has caused this Agreement
to be duly executed.


 


CITI TRENDS, INC.


 


	
  By:

  	
   

  	
   

  	
  Grant Date:

  	
   

  



 

















 


TERMS AND
CONDITIONS


 


1. Restrictions.
The Shares are subject to each of the following restrictions. “Restricted
Shares” mean those Shares that are subject to the restrictions imposed
hereunder which restrictions have not then expired or terminated. Restricted
Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated
or otherwise encumbered. If Grantee’s service as a director of the Company or
any Subsidiary terminates for any reason, then Grantee shall forfeit all of
Grantee’s right, title and interest in and to the Restricted Shares as of the
date of such termination, and such Restricted Shares shall revert to the
Company immediately following the event of forfeiture. The restrictions imposed
under this Section shall apply to all shares of the Company’s Stock or
other securities issued with respect to Restricted Shares hereunder in
connection with any merger, reorganization, consolidation, recapitalization,
stock dividend or other change in corporate structure affecting the Stock of
the Company.


 


2. Expiration and Termination of Restrictions.
The restrictions imposed under Section 1 will expire on the earliest to
occur of the following (the period prior to such expiration being referred to
herein as the “Restricted Period”):


 


(a)   on
the first anniversary of the Grant Date; provided Grantee is then a member of
the Board of Directors of the Company


 


(b)   upon
Grantee’s Disability or death, but only with respect to the number of Shares
that would otherwise have vested within the 12 months following the Disability
or death based on Grantee’s continued service with the Company; or


 


(c)   upon
a Change of Control of the Company.


 


3. Delivery of
Shares. The Shares will be registered in the name of Grantee as of the
Grant Date and may be held by the Company during the Restricted Period in
certificated or uncertificated form. If a certificate for Restricted Shares is
issued during the Restricted Period with respect to such Shares, such
certificate shall be registered in the name of Grantee and shall bear a legend
in substantially the following form (in addition to any legend required under
applicable state securities laws): “This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement
between the registered owner of the shares represented hereby and Citi Trends, Inc.
Release from such terms and conditions shall be made only in accordance with
the provisions of such Agreement, copies of which are on file in the offices of
Citi Trends, Inc.”  Stock
certificates for the Shares, without the first above legend, shall be delivered
to Grantee or Grantee’s designee upon request of Grantee after the expiration
of the Restricted Period, but delivery may be postponed for such period as may
be required for the Company with reasonable diligence to comply, if deemed
advisable by the Company, with registration requirements under the Securities
Act of 1933, listing requirements under the rules of any stock exchange,
and requirements under any other law or regulation applicable to the issuance
or transfer of the Shares.


 


4. Voting
Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights
with respect to the Shares during and after the Restricted Period.


 


5. Dividend
Rights. Grantee shall accrue cash and non-cash dividends, if any, paid with
respect to the Restricted Shares, but the payment of such dividends shall be
deferred and held (without interest) by the Company for the account of Grantee
until the expiration of the Restricted Period. 
During the Restricted Period, such dividends shall be subject to the
same vesting restrictions imposed under Section 1 as the Restricted Shares
to which they relate.  Accrued dividends
deferred and held pursuant to the foregoing provision shall be paid by the Company
to the Grantee promptly upon the expiration of the Restricted Period (and in
any event within 30 days of the date of such expiration).


 


6. Payment of
Taxes.


 


(a)   Upon
issuance of the Shares hereunder, Grantee may make an election to be taxed upon
such award under Section 83(b) of the Internal Revenue Code.  To effect such election, Grantee may file an
appropriate election with Internal Revenue Service within thirty (30) days
after award of the Shares and otherwise in accordance with applicable Treasury
Regulations.


 


(b)   Grantee
will, no later than the date as of which any amount related to the Shares first
becomes includable in Grantee’s gross income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee
regarding payment of, any federal, state and local taxes of any kind required
by law to be withheld with respect to such amount, including without limitation
the surrender of shares of Stock to the Company. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company will, to the extent permitted by law, have the right to deduct any
such taxes from the award or any payment of any kind otherwise due to Grantee.


 


7. Plan
Controls. The terms contained in the Plan are incorporated into and made a
part of this Agreement and this Agreement shall be governed by and construed in
accordance with the Plan. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling and determinative.


 


8.  Successors.  This Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Agreement and
the Plan.


 


9.  Severability.  If any one or more of the provisions
contained in this Agreement is invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.


 


10. Notice.
Notices and communications under this Agreement must be in writing and either
personally delivered or sent by registered or certified United States mail,
return receipt requested, postage prepaid. Notices to the Company must be
addressed to Citi Trends, Inc., 104 Coleman Boulevard, Savannah, GA 31408,
Attn: Secretary, or any other address designated by the Company in a written
notice to Grantee. Notices to Grantee will be directed to the address of
Grantee then currently on file with the Company, or at any other address given
by Grantee in a written notice to the Company.